Open Joint Stock Company "VolgaTelecom"
Taxpayer Individual Number 5260901817
APPROVED
By the Board of directors of OJSC "VolgaTelecom"
The minutes № 5 of 12.08.2003
Deputy Chairman of the Board of Directors V.F.Lyulin ______
(Signature)
L.S.
THE QUARTERLY REPORT
OF THE ISSUER OF ISSUE SECURITIES
For: Quarter II of 2003
Open joint-stock company "VolgaTelecom"
Code of the Issuer: 00137-A
Location: Russian Federation, Nizhny Novgorod, M. Gorky sq., Post House
Mail address: 603000, Russian Federation, Nizhny Novgorod, M. Gorky sq., Post House
The information contained in the present quarterly report, is subject to disclosing according to the legislation of Russian Federation on securities
General director V.F.Lyulin ______
(Signature)
Chief accountant N.I.Popkov ______
(Signature)
12.08.2003
(L.S.)
The contact person: Mironova Elena Petrovna
Leading expert on securities
Phone: (8312) 34 22 10 Fax: (8312) 30 67 68
E-mail address:
A. Issuer Data
9. Full name of the Issuer.
Открытое акционерное общество "ВолгаТелеком"
Open Joint Stock Company " VolgaTelecom"
10.Abbreviated name.
ОАО "ВолгаТелеком"
OJSC " VolgaTelecom "
11. Information on changes in the name and form of incorporation of the issuer.
Open joint-stock company "Svyazinform" of Nizhny Novgorod Region
OJSC "Nizhegorodsvyazinform"
Introduced:12.08.1996
Open joint-stock company "Svyazinform" of Nizhny Novgorod Region
Open Company " Nizhegorodsvyazinform "
Introduced:15.12.1993
The state enterprise of telecommunication and computer science "Rossvyazinform" of Nizhny Novgorod Region
GPSI "Rossvyazinform"
Introduced:1.04.1991
Current Name Introduced: 28.06.2002
12. Information on the state registration of the issuer and his licenses.
Date of the state registration of the issuer: 15.12.1993
Number of the certificate of the state registration (other document confirming the state registration of the issuer): 448
The state registration body: Administration of the city of Nizhny Novgorod
Licenses:
Number:Б 325542 № 523
Issue date: 6.12.2002
Validity term: till 9.12.2007
The licensing body: Department of the Federal Security Service of Russia in Nizhny Novgorod Region
Activities: realization of works with use of the information making the state secret
Number: Б 325543 № 524
Issue date: 9.12.2002
Validity term: till 9.12.2007
The licensing body: Department of the Federal Security Service of Russia in Nizhny Novgorod Region
Activities: realization of actions and (or) rendering of services in the field of protection of the state secret
Number: Д 309529 № ГС-4-52-02-22-0-5260901817-001732-1
Issue date: 19.09.2002
Validity term: till 20.09.2007
The licensing body: The state committee of the Russian Federation on construction and municipal housing complex
Activities: realization of activity on construction of buildings and constructions of I and II levels of responsibility in accordance to the state standard
Number: Д 280930 № ГС-4-52-02-22-0-5260901817-001771-1
Issue date: 3.10.2002
Validity term: till 4.10.2007
The licensing body: The state committee of the Russian Federation on construction and municipal housing complex
Activities: realization of activity on construction of buildings and constructions of I and II levels of responsibility in accordance to the state standard
Number: А 022746 № 23243
Issue date: 14.11.2002
Validity term: till 14.11.2007
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: providing cable telecommunication services
Number: А 022633 № 23240
Issue date: 1.08.2002
Validity term: till 1.08.2007
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: providing telematic services
Number: А 022744 № 23241
Issue date: 1.08.2002
Validity term: till 1.08.2007
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: providing data transfer services
Number: А 022745 № 23242
Issue date: 14.11.2002
Validity term: till 1.02.2006
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: providing cellular radio telephone telecommunication services in the range of 450 MHz
Number: А 022747 № 23244
Issue date: 28.11.2002
Validity term: till 17.03.2010
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: providing cellular radio telephone telecommunication services in the range of 900 MHz
Number: А 022748 № 23245
Issue date: 4.10.2002
Validity term: till 4.10.2012
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: providing local and intrazonal telecommunication services
Number: А 022749 № 23246
Issue date: 12.09.2002
Validity term: till 12.09.2007
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: communication channels leasing
Number: А 023240 № 23721
Issue date: 12.09.2002
Validity term: till 12.09.2007
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: services of sound programs relay over wire broadcast network
Number: А 016817 № 17571
Issue date: 15.03.2001
Validity term: till 15.03.2006
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: sound programs radio relay services
Number: А 013502 № 14461
Issue date: 31.10.2002
Validity term: till 9.03.2005
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: cable TV network television programs broadcasting services
Number:А 011617 № 12282
Issue date: 31.10.2002
Validity term: till 24.06.2004
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: air broadcasting of TV and sound programs and transfer of additional information services
Number: А 008741 № 9648
Issue date: 31.10.2002
Validity term: till 11.07.2003
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: cable TV network television programs broadcasting services
Number: А 015548 № 16383
Issue date: 31.10.2002
Validity term: till 17.10.2005
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: television programs air broadcasting services
Number: А 016609 № 17234
Issue date: 31.10.2002
Validity term: till 25.01.2006
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: cable TV network television programs broadcasting services
Number: А 020214 № 20830
Issue date: 31.10.2002
Validity term: till 18.01.2007
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: cable TV network television programs broadcasting services
Number: А 011203 № 11917
Issue date: 31.10.2002
Validity term: till 8.04.2004
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: services of personal radio call with channeling of VHF in FM network
Number: А 022760 № 23257
Issue date: 31.10.2002
Validity term: till 1.08.2005
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: television and sound programs air broadcasting services
Number: А 014514 № 15426
Issue date: 31.10.2002
Validity term: till 19.05.2005
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: sound programs radio relay services
Number: А 022767 № 23264
Issue date: 31.10.2002
Validity term: till 20.05.2007
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: television programs air broadcasting services
Number: А 023934 № 24345
Issue date: 28.11.2002
Validity term: till 28.11.2007
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: providing local, Inter-city and international telecommunication services
Number: А 013635 № 14602
Issue date: 22.03.2001
Validity term: till 9.03.2005
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: cable TV network television programs broadcasting services
Number: А 019339 № 19983
Issue date: 8.11.2001
Validity term: till 8.11.2006
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: sound programs radio relay services
Number: А 023932 № 24343
Issue date: 28.11.2002
Validity term: till 28.11.2005
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: vehicular radiotelephone communication services
Number: А 023933 № 24344
Issue date: 28.11.2002
Validity term: till 28.11.2005
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: personal radio call services
Number: Г 793689 № М147
Issue date: 3.04.2003
Validity term: till 3.04.2008
The licensing body: Licensing chamber of Nizhny Novgorod Region
Activities: realization ofmedicinal activity
Number: А 025025 № 25357
Issue date: 14.03.2003
Validity term: till 14.03.2006
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: TV programs air broadcasting services
Number: А 025047 № 25379
Issue date: 14.03.2003
Validity term: till 14.03.2006
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activity: the services of TV and sound programs broadcasting over cable TV network
Number: А 026298 № 26974
Issue date: 23.05.2003
Validity term: till 23.05.2006
The licensing body: The ministry of the Russian Federation of telecommunication and informations
Activities: the services of TV and sound programs broadcasting over cable TV network
13. The tax payer identification number.
5260901817
14. The issuer's activity sector.
SIC codes:
52300
15. Location, mail address of the issuer and contact phones.
Location: The Russian Federation, Nizhny Novgorod, M. Gorky sq., Post House
Mail address: 603000, The Russian Federation, Nizhny Novgorod, M. Gorky sq., Post House
Phone: (8312) 33 20 47 Fax: (8312) 30 67 68
E-mail address:
16. Information on the auditor of the issuer.
Name: Closed joint-stock company "Ernest and Young Vneshaudit"
Location: Tthe Russian Federation, Moscow, Podsosenskiy per., 20/12, bld. 1-1А
Taxpayer ID number: 7701006684
Mail address: 103062, The Russian Federation, Moscow, Podsosenskiy per., 20/12, bld. 1-1А
Phone: (8 095) 705 92 92 Fax: (8 095) 705 92 93
E-mail address:
Information on the license of the auditor:
License number: Е003246
Issue date: 17.01.2003
Validity term: till 18.01.2008
The licensing body: The Ministry of Finance of the Russian Federation
17. Information on the organizations which are accounting the rights to securities of the issuer.
Registrar:
Name: Closed joint-stock company "Registrar - Svyaz "
Location: The Russian Federation, Moscow, Bolshaya Olenya str. 15 A
Mail address: 107078, The Russian Federation, Moscow, Kalanchevskaya str., 15 a, P.O.Box 45
Phone: (095) 933 42 21 Fax: (095) 933 42 21
E-mail address:
The license:
License number: 10 - 000 - 1 - 00258
Issue date: 1.10.2002
Validity term: it is not established
The licensing body: FEDERAL COMMISSION FOR THE SECURITIES MARKET OF RUSSIAN FEDERATION
The date since which the keeping of the registry of registered securities of the issuer is carried out by the specified registrar:18.02.2002
The centralized storage of the issuer's securities during the accounting quarter was not used
18. The issuer's depositary.
no Depositary
19. Participants of the issuer.
Total amount of stockholders (participants): 34661
The stockholders (participants) owning at least 5 percent of the charter capital of the issuer:
19.1 Name: Open joint-stock company "Telecommunication Investment Company"
Location: Russian Federation, Moscow, Plyuschikha str., 55, bld. 2
Mail address: 119121, Russian Federation, Moscow, Plyuschikha str., 55, bld. 2
Equity stake in charter capital of the issuer:38.0035 %
The stockholders (participants) owning at least 25 percent of the charter capital of the stockholder (participant) of the issuer:
19.1.1 Name: the Ministry of property relations of the Russian Federation
Location: Russian Federation, Moscow, Nikolsky per., 9
Mail address: 103865, the Russian Federation, Moscow, Nikolsky per., 9
Equity stake in charter capital of the stockholder (participant) of the issuer:50 % + 1
19.1.2 Name: Mustcom Limited
Location: 3 Themistoklis Dervis Street CY-1066 Nicosia, Cyprus
Mail address: 102000, Moscow, Dmitrovskiy per., 9
Equity stake in charter capital of the stockholder (participant) of the issuer: 25 % + 1
19.2 Name: "ING BANK (EURASIA) ZAO" (CLOSED JOINT-STOCK COMPANY)
Location: Russian Federation, Moscow, Krasnaya Presnya, 31
Mail address: 123022, Russian Federation, Moscow, Krasnaya Presnya, 31
Equity stake in charter capital of the issuer: 18.7303 % (the nominal holder)
The stockholders (participants) owning at least 25 percent of the charter capital of the stockholder (participant) of the issuer:
19.3 Name: Closed joint-stock company "Depository clearing company"
Location: Russian Federation, Moscow, 1-st Tverskaya Yamskaya, 13
Mail address: 103064, Moscow, Staraya Basmannaya str., 14/2, bld. 4
Equity stake in charter capital of the issuer: 9.7127 % (the nominal holder)
The stockholders (participants) owning at least 25 percent of the charter capital of the stockholder (participant) of the issuer:
20. Management structure of the issuer.
The general meeting of stockholders,
The board of directors,
The general director (sole executive of the issuer),
Management board (joined executive agency of the issuer)
The competence of the general meeting of stockholders (participants) of the issuer according to its charter (constituent documents):
The general meeting of stockholders is the supreme body of management of the Company.
The following issues (item 12.2-12.3 of the Charter) concern the competence of the general meeting of stockholders
1) Amendments and additions to the present Charter or Approval of the Charter of the Company in a new wording (except for the cases stipulated by the Federal law "On joint-stock companies"), resolutions on which are adopted by a majority of at least three quarters of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
2) Reorganization of the Company, the resolution on which is approved by a majority of at least three quarters of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
3) Liquidation of the Company, appointment of the liquidating commission and approval of intermediate and final liquidating balances, resolutions on which are approved by a majority of at least three quarters of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
4) Election of members of the Board of directors, carried out by a cumulative voting;
5) The prescheduled termination of powers of members of the Board of directors, the resolution on which is approved by majority of votes of stockholders - owners of the voting shares participating in the meeting;
6) Definition of the amount, face value, category (type) of declared shares of the Company and the rights given by these shares, resolutions on which are approved by a majority of at least three quarters of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
7) increase of the charter capital of the Company by increase of face value of shares, the resolution on which is approved by majority of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
8) increase of the charter capital of the Company by placement of additional shares by public offering in case if the amount of additionally placed shares makes more than 25 percent of the common stock placed earlier by the Company, the resolution on which is approved by a majority of at least three quarters of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
9) increase of the charter capital of the Company by placement of additional shares by private offering, the resolution on which is approved by a majority of at least three quarters of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
10) decrease of the charter capital of the Company by decreasing the face value of shares by the Company’s purchasing a part of shares to reduce their total amount, and also by redemption of the shares acquired or purchased out by the Company, the resolution on which is approved by a majority of votes of stockholders – the owners of voting shares of the Company participating in the meeting;
11) election of members of the Audit committee of the Company and a prescheduled termination of powers, resolutions on which are approved by majority of stockholders - the owners of voting shares of the Company participating in the meeting;
12) approval of the auditor of the Company, the resolution on which is approved by majority of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
13) approval of annual reports, annual accounting of the Company, including profit and loss statements (accounts of profits and losses) of the Company, and also distribution of the profit, including payment (declaration) of dividends, and losses of the Company by results of the fiscal year, resolutions on which are approved by majority of stockholders - the owners of voting shares of the Company participating in the meeting;
14) definition of the due procedure of conducting the General meeting of stockholders of the Company, the resolution on which is approved by the majority of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
15) splitting and consolidation of shares, resolutions on which are approved by the majority of stockholders - the owners of voting shares of the Company participating in the meeting;
16) adoption of a decision on approval of transactions in fulfillment of which there is an interested party, the resolution on which is adopted in cases and in the procedure, stipulated by article XI of the Federal law "On joint-stock companies";
17) adoption of a decision on approval of the large transactions connected to purchase, alienation or an opportunity of alienation by the Company directly or indirectly of property the cost of which makes more than 50 percent of the book value of assets of the company, defined according to its accounting as of the last accounting date, except for the transactions made during common economic activities of the Company, the transactions connected to placement by means of a subscription (realization) of common stocks of the Company, and also the transactions connected to placement of issued securities, convertible into common stock of the Company, the resolution on which is approved by the majority of three quarters of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
18) adoption of a decision on participation in the holding companies, financial and industrial groups, associations and other associations of the commercial organizations, accepted by the majority of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
19) approval of the internal documents regulating the activity of bodies of the Company, the resolution on which is approved by the majority of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
20) placement by the Company of the bonds convertible into shares and of other issued securities, convertible into shares if the specified bonds (other issued securities) are placed by means of a closed subscription or by a public offering if the convertible bonds (other issue securities) offered by an open subscription can be converted into common stock of the Company making more than 25 percent of common stock placed earlier, the resolution on which is approved by the majority of at least three quarters of votes of stockholders - the owners of voting shares of the Company participating in the meeting;
21) adoption of a decision on compensation at the expense of the Company of expenditures on preparation and convocation of an extraordinary general meeting of stockholders of the Company in case if, in infringement of requests of the current legislation of the Russian Federation, the Board of directors did not approve the resolution on convocation of an extraordinary meeting and the mentioned assembly is called by other persons. The resolution is approved by the majority of votes of stockholders – the owners of voting shares of the Company participating in the meeting;
22) Exemption of the person who independently or together with affiliates acquired 30 percent or more of the placed common stock of the Company, from the duty of purchase of shares from other stockholders of the Company, the resolution on which is approved by the majority of votes of stockholders – the owners of the voting shares participating in the meeting, except for votes with the shares, belonging to the specified person and his affiliates;
23) adoption of a decision on transfer of powers of the sole executive officer of the Company to the managing organization or to the manager, the resolution on which is approved by the majority of votes of stockholders - the owners of the voting shares participating in the meeting;